Representation of Vallar [2011] JRC 051 (07 March 2011)

Representation of Vallar [2011] JRC 051 (07 March 2011)

The rights of Suspended Voting Ordinary Shareholders and Voting Ordinary Shareholders are sufficiently similar for the purposes of the scheme; a single meeting of all shareholders is appropriate under Article 125.

Citation
[2011] JRC 051
Parties
Applicant: Vallar Plc; Affiant: Lord Renwick
Jurisdiction
Jersey
Judgment Date
07 March 2011
Procedural Posture
Scheme of Arrangement Application / Preliminary Order for Convening Shareholders' Meeting
Outcome
order granted
Legal Topics
Scheme of Arrangement, Shareholder Meetings, Class Constitution, Capital Reduction
Company Law Scheme of Arrangement Shareholder Meetings Class Constitution Capital Reduction

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Parties

Vallar Plc

Applicant

Lord Renwick

Affiant

Procedural Posture

Scheme of Arrangement Application / Preliminary Order for Convening Shareholders' Meeting

Legal Issues

  1. 1 Whether separate classes of shareholders require separate meetings under Article 125
  2. 2 Whether the scheme of arrangement can be considered a single arrangement for all shareholders

Ratio Decidendi

The rights of Suspended Voting Ordinary Shareholders and Voting Ordinary Shareholders are sufficiently similar for the purposes of the scheme; a single meeting of all shareholders is appropriate under Article 125.

Court Disposition

order granted

Orders

  • Order convening a single meeting of shareholders to consider and approve the scheme of arrangement.
  • Directions regarding procedural requirements and entitlements to vote to be recorded in the Act of the Court.